GATX
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SEC Filings

8-K
GATX CORP filed this Form 8-K on 11/20/2018
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As to matters of fact (but not as to legal conclusions), to the extent we deemed proper, we have relied on certificates of responsible officers of the Company and of public officials and on the representations, warranties and agreements of the Company contained in the Underwriting Agreement.

Based upon and subject to the foregoing, and having regard for legal considerations which we deem relevant, we are of the opinion that:

(i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New York. The Company has the corporate power and authority to own its property and to conduct its business as described in the Disclosure Package and Prospectus. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership and leasing of its properties requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(ii) The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

(iii) The Registration Statement has become effective under the Securities Act of 1933, as amended (the “Securities Act”).

(iv) To our knowledge, no consent, approval or authorization of any governmental body or agency is required for the performance by the Company of its obligations under the Indenture, except such as have been or will be obtained prior to the Closing Date under the Securities Act, the Exchange Act and the Trust Indenture Act and such as may be required under the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities.

(v) To our knowledge, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act.

(vi) The Registration Statement, as of the latest effective date, appears on its face to comply as to form in all material respects with the requirements of the Securities Act, the rules and regulations issued by the Commission thereunder and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

(vii) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Disclosure Package, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended.

(viii) The Prospectus, as of its date and the date hereof, appears on its face to comply as to form in all material respects with the requirements of the Securities Act, the rules and regulations issued by the Commission thereunder and the Trust Indenture Act.

(ix) The Disclosure Package, as of the Execution Time, appears on its face to comply as to form in all material respects with the requirements of the Securities Act, the rules and regulations issued by the Commission thereunder and the Trust Indenture Act.

 

B-2

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